HomeMy WebLinkAboutPR 21779: SERVICES WITH HILLTOP SECURITIES ASSET MANAGEMENT, LLC FOR A PERIOD OF 2 YEARS _...,
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INTEROFFICE MEMORANDUM
Date: 1/25/2021
To: The Honorable Mayor and City Council
Through: Ron Burton, City Manager
From: Kandy Daniel, Interim Director of Finance
RE: PR No. 21779 Approval of Contract for arbitrage rebate compliance services
with Hilltop Securities Asset management, LLC
Introduction: Request approval for the City Manager to renew the contract for arbitrage
rebate compliance services with Hilltop Securities Asset Management, LLC for a period of 2
years.
Background: The City is obligated by bond ordinances to monitor the investment earnings of
bond proceeds to determine to what extent, if any we will be required to rebate excess earnings
to the Internal Revenue Service. The constantly changing, Treasury Department regulations,
set forth the statutory rules and exceptions used to calculate the excess earnings. Compliance
with these complex regulations requires specific expertise.
Since 1995, the City has maintained a contract with Hilltop Securities (previous name - First
Southwest) to provide arbitrage rebate services. Our relationship with Hilltop Securities
throughout the term of these contracts has been excellent. They have performed as outlined in
the contract and assisted us with rebate and in meeting the arbitrage exceptions. The current
contract expires on March 22, 2021.
Budget Impact: The contract has annual projected budgetary impact of$16, 000 and funds are
available in the Finance Department professional services account no. 001-1031-515-54-00.
Recommendation: The attached Proposed Resolution No. 21779 authorizes the City Manager
to renew the contract for arbitrage rebate compliance services with Hilltop Securities Asset
Management, LLC for a period of 2 years. We recommend that the City Council approve it as
presented.
P. R. NO. 21779
KD: 1/25/2021
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO RENEW THE CONTRACT FOR ARBITRAGE REBATE
COMPLIANCE SERVICES WITH HILLTOP SECURITIES
ASSET MANAGEMENT, LLC, FOR A PERIOD OF TWO (2)
YEARS WITH AN ANNUAL PROJECTED BUDEGETARY
IMPACT OF $16,000; FUNDING AVAILABLE IN FINANCE
DEPARTMENT ACCOUNT #001-1031-515.54-00.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR:
THAT the City Manager of the City of Port Arthur is hereby authorized and directed to
execute on behalf of the City of Port Arthur a contract for arbitrage rebate compliance services
between the City of Port Arthur and Hilltop Securities Asset Management, LLC, as described in
Exhibit "A"; and
THAT the current contract expires on March 22, 2021; and
THAT, even though the contract is for two years, it is still subject to the availability and
approval of funding during the annual budget approval process; and
THAT a copy of said contract is attached hereto and made a part hereof as Exhibit "A"; and,
THAT a copy of the caption of this resolution be spread upon the Minutes of the City
Council.
READ,ADOPTED,AND APPROVED, this day of February,2021,A.D.,at a
Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote:
AYES: Mayor:
Councilmembers:
NOES:
Thurman"Bill" Bartie, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
Val Tizeno it A orney
APPROVED FOR AVAILABILITY OF FUNDS:
Kandy Dani , Interim Director of Finance
APPROVED FOR ADMINISTRATION:
Ron Burton, City Manager
EXHIBIT "A"
Form No. 148(f);Revised 2/12/19
AGREEMENT FOR
ARBITRAGE REBATE COMPLIANCE SERVICES
BETWEEN
CITY OF PORT ARTHUR,TEXAS
(Hereinafter Referred to as the"Issuer")
AND
HILLTOP SECURITIES ASSET MANAGEMENT,LLC
(Hereinafter Referred to as"HSAM")
It is understood and agreed that the Issuer, in connection with the sale and delivery of certain bonds, notes, certificates, or
other tax-exempt obligations(the"Obligations"),will have the need to determine to what extent,if any,it will be required to
rebate certain investment earnings (the amount of such rebate being referred to herein as the"Arbitrage Amount")from the
proceeds of the Obligations to the United States of America pursuant to the provisions of Section 148(f)(2) of the Internal
Revenue Code of 1986, as amended (the"Code"). For purposes of this Agreement, the term "Arbitrage Amount"includes
payments made under the election to pay penalty in lieu of rebate for a qualified construction issue under Section 148(f)(4)of
the Code.
We are pleased to submit the following proposal for consideration; and if the proposal is accepted by the Issuer, it shall
become the agreement (the`Agreement")between the Issuer and HSAM effective at the date of its acceptance as provided
for herein below.
1. This Agreement shall apply to all issues of tax-exempt Obligations delivered subsequent to the effective date of the
rebate requirements under the Code,except for(i) issues which qualify for exceptions to the rebate requirements in
accordance with Section 148 of the Code and related Treasury regulations, or(ii) issues excluded by the Issuer in
writing in accordance with the further provisions hereof, (iii) new issues effected in a fashion whereby HSAM is
unaware of the existence of such issue, (iv) issues in which, for reasons outside the control of HSAM, HSAM is
unable to procure the necessary information required to perform such services.
Covenants of Hilltop Securities Asset Management
2. We agree to provide our professional services in determining the Arbitrage Amount with regard to the Obligations.
The Issuer will assume and pay the fee of HSAM as such fee is set out in Appendix A attached hereto. HSAM shall
not be responsible for any extraordinary expenses incurred on behalf of Issuer in connection with providing such
professional services, including any costs incident to litigation, mandamus action, test case or other similar legal
actions.
3. We agree to perform the following duties in connection with providing arbitrage rebate compliance services:
a. To cooperate fully with the Issuer in reviewing the schedule of investments made by the Issuer with (i)
proceeds from the Obligations, and (ii) proceeds of other funds of the Issuer which, under Treasury
Regulations Section 1.148, or any successor regulations thereto, are subject to the rebate requirements of
the Code;
b. To perform, or cause to be performed, consistent with the Code and the regulations promulgated
thereunder,calculations to determine the Arbitrage Amount under Section 148(f)(2)of the Code;and
c. To provide a report to the Issuer specifying the Arbitrage Amount based upon the investment schedule,the
calculations of bond yield and investment yield,and other information deemed relevant by HSAM.In undertaking to
provide the services set forth in paragraph 2 and this paragraph 3,HSAM does not assume any responsibility for any
record retention requirements which the Issuer may have under the Code or other applicable laws, it being
understood that the Issuer shall remain responsible for compliance with any such record retention requirements.
HSAM shall maintain Issuer records and work product pursuant to its own internal document retention policy.
167378-1
Covenants of the Issuer
4. In connection with the performance of the aforesaid duties,the Issuer agrees to the following:
a. The fees due to HSAM in providing arbitrage rebate compliance services shall be calculated in accordance
with Appendix A attached hereto. The fees will be payable upon delivery of the report prepared by HSAM
for each issue of Obligations during the term of this Agreement.
b. The Issuer will provide HSAM all information regarding the issuance of the Obligations and the investment
of the proceeds therefrom, and any other information necessary in connection with calculating the
Arbitrage Amount. HSAM will rely on the information supplied by the Issuer without inquiry, it being
understood that HSAM will not conduct an audit or take any other steps to verify the accuracy or
authenticity of the information provided by the Issuer.
c. The Issuer will notify HSAM in writing of the retirement, prior to the scheduled maturity, of any
Obligations included under the scope of this Agreement within 30 days of such retirement. This
notification is required to provide sufficient time to comply with Treasury Regulations Section 1.148-3(g)
which requires final payment of any Arbitrage Amount within 60 days of the final retirement of the
Obligations. In the event the Issuer fails to notify HSAM in a timely manner as provided hereinabove,
HSAM shall have no further obligation or responsibility to provide any services under this Agreement with
respect to such retired Obligations.
5. In providing the services set forth in this Agreement, it is agreed that HSAM shall not incur any liability for any
error of judgment made in good faith by a responsible officer or officers thereof and,except to the limited extent set
forth in this paragraph, shall not incur any liability for any other errors or omissions, unless it shall be proved that
such error or omission was a result of the gross negligence or willful misconduct of said officer or officers. In the
event a payment is assessed by the Internal Revenue Service due to an error by HSAM, the Issuer will be
responsible for paying the correct Arbitrage Amount and I-ISAM's liability shall not exceed the amount of any
penalty or interest imposed on the Arbitrage Amount as a result of such error. Additionally, it is understood and
agreed that I-ISAM shall incur no liability for any errors, omissions, or failure to make a timely payment in
connection with any IRS Computation Date calculations occurring prior to the effective date of the Initial
Agreement with the Issuer,even if the error is discovered after the date of HSAM's engagement.
Obligations Issued Subsequent to Initial Contract
g 9
6. The services contracted for under this Agreement will automatically extend to any additional Obligations(including
financing lease obligations) issued during the term of this Agreement, if such Obligations are subject to the rebate
requirements under Section 148(f)(2) of the Code. In connection with the issuance of additional Obligations, the,
Issuer agrees to the following:
a. The Issuer will notify or cause the notification, in writing, to HSAM of any tax-exempt financing
(including financing lease obligations)issued by the Issuer during any calendar year of this Agreement.and
will provide HSAM with such information regarding such Obligations as HSAM may request in connection
with its performance of the arbitrage rebate services contracted for hereunder.If such notice is not provided
to HSAM with regard to a particular issue, HSAM shall have no obligation to provide any services
hereunder with respect to such issue.
b. At the option of the Issuer, any additional Obligations to be issued subsequent to the execution of this
Agreement may be excluded from the services provided for herein. In order to exclude an issue,the Issuer
must notify HSAM in writing of their intent to exclude any specific Obligations from the scope of this
Agreement,which exclusion shall be permanent for the full life of the Obligations;and after receipt of such
notice, HSAM shall have no obligation to provide any services under this Agreement with respect to such
excluded Obligations.
167378-I
Effective Date of Agreement
7. This Agreement shall become effective at the date of acceptance by the Issuer as set out herein below and remain in
effect thereafter for a period of two (2)years from the date of acceptance,provided,however, that this Agreement
may be terminated with or without cause by the Issuer or HSAM upon thirty(30) days prior written notice to the
other party. In the event of such termination, it is understood and agreed that only the amounts due to HSAM for
services provided and extraordinary expenses incurred to and including the date of termination will be due and
payable. No penalty will be assessed for termination of this Agreement. In the event this Agreement expires or is
terminated prior to the completion of its stated term,all records provided to HSAM with respect to the investment of
monies by the Issuer shall be returned to the Issuer as soon as practicable following written request by issuer,
provided that such records have not been destroyed pursuant to HSAM's internal document retention policy. In
addition, the parties hereto agree that, upon termination of this Agreement, HSAM shall have no continuing
obligation to the Issuer regarding any arbitrage rebate related services contemplated herein, regardless of whether
such services have previously been undertaken,completed or performed.
Acceptance of Agreement
8. This Agreement is submitted in duplicate originals. When accepted by the Issuer in accordance with the terms
hereof, it, together with Appendix A attached hereto, will constitute the entire Agreement between the Issuer and
HSAM for the purposes and the consideration herein specified. In order for this Agreement to become effective. it
must be accepted by the Issuer within sixty (60) days of the date appearing below the signature of HSAM's
authorized representative hereon. After the expiration of such 60-day period, acceptance by the Issuer shall only
become effective upon delivery of written acknowledgement and reaffirmation by HSAM that the terms and
conditions set forth in this Agreement remain acceptable to HSAM.
Governing Law
9. This Agreement will be governed by and construed in accordance with the laws of the State of Texas,without regard
to its principles of conflicts of laws.
Acceptance will be indicated on both copies and the return of one executed copy to Hilltop Securities Asset Management.
Respectfully submitted,
HILLTOP SECURITIES ASSET MANAGEMENT,LLC
By (.42111Calti°
Rebecca Vega,Director
Date 1/5/2021
ISSUER'S ACCEPTANCE CLAUSE
The above and foregoing is hereby in all things accepted and approved by
,on this the day of ,
By
Authorized Representative
Title
Printed Name
167378-1
APPENDIX A-FEES
The Obligations to be covered initially under this contract include all issues of tax-exempt obligations delivered subsequent to the,
effective dates of the rebate requirements,under the Code,except as set forth in Section I of the Agreement.
The fee for any Obligations under this contract shall only be payable if a computation is required under Section 1480)(2)of the
Code.In the event that any of the Obligations fall within an exclusion to the computation requirement as defined by Section 148
of the Code or related regulations and no calculations were required by HSAM to make that determination, no fee will be
charged for such issue. For example,certain obligations are excluded from the rebate computation requirement if the proceeds
are spent within specific time periods. In the event a particular issue of Obligations fulfills the exclusion requirements of the
Code or related regulations, the specified fee will be waived by HSAM if no calculations were required to make the
determination.
HSAM's fee for arbitrage rebate services is based upon a fixed annual fee per issue.The annual fee is charged based upon the
number of years that proceeds exist subject to rebate from the delivery date of the issue to the computation date.
HSAM's fees are payable upon delivery of the report. The first report will be made following one year from the date of delivery
of the Obligations and on each computation date thereafter during the term of the Agreement. The fees for computations of the,
Arbitrage Amount which encompass more,or less,than one Computation Year shall be prorated to reflect the longer,or shorter,
period of work performed during that period.
The fee for each of the Obligations included in this contract shall be based on the table below.
Additionally, due to significant time saving efficiencies realized when investment information is submitted in an
electronic format, HSAM passes the savings to its clients by offering a 10% reduction in its fees if information is
provided in a spreadsheet or electronic text file format.
Description 1.nnual Fee
ANNUAL FEE S1,400
COMPREHENSIVE ARBITRAGE COMPL 1.t SER Vl(I S INCLUDE:
• Commingled Funds Analysis&Calculations
• Spending Exception Analysis&Calculations
• Yield Restriction Analysis&Calculations
(for yield restricted Project Funds,Reserve Funds,Escrow Funds,etc.)
• Parity Reserve Fund Allocations
• Transferred Proceeds Calculations
• Universal Cap Calculations
• Debt Service Fund Calculations(including earnings test when required) INCLUDED
• Preparation of all Required IRS Paperwork for Making a Rebate Payment/Yield Reduction
Payment
• Retention of Records Provided for Arbitrage Computations
• IRS Audit Assistance
• Delivery of Rebate Calculations Each Year That Meets the Timing Requirements of the Audit
Schedule
• On-Site Meetings,as Appropriate,to Discuss Calculation Results/Subsequent Planning Items
OTHER SERVICES AVAILABLE:
IRS Refund Request—Update calculation,prepare refund request package,and assist issuer as necessary 57�0
in responding to subsequent IRS Information Requests
167378-1
EXPLANATION OF TERMS:
a. Computation Year: A"Computation Year"represents a one year period from the delivery date of the issue to the date
that is one calendar year after the delivery date, and each subsequent one-year period thereafter. Therefore, if a
calculation is required that covers more than one "computation year,"the annual fee is multiplied by the number of
computation years contained in the calculation being performed. If a calculation includes a portion of a computation
year,i.e.,if the calculation includes 1 ''A computation years,then the base fee will be multiplied by 1.5.
b. Electronic Data Submission: The data should be provided electronically in MS Excel or ASCII text file(comma
delimited text preferred) with the date, description, dollar amount, and an activity code (if not in debit and credit
format)on the same line in the file.
c. Variable/Floating Rate Bond Issues:Special services are also required to perform the arbitrage rebate calculations
for variable rate bonds. A bond is a variable rate bond if the interest rate paid on the bond is dependent upon an
index which is subject to changes subsequent to the issuance of the bonds. The computational requirements of a
variable rate issue are more complex than those of a fixed rate issue and, accordingly, require significantly more
time to calculate.The additional complexity is primarily related to the computation of the bond yield,which must be
calculated on a "bond year" basis. Additionally, the regulations provide certain flexibility in computing the bond
yield and determining the arbitrage amount over the first IRS reporting period;consequently, increased calculations
are required to determine which bond yield calculation produces the lowest arbitrage amount.
d. Commingled Fund Allocations: By definition, a commingled fund is one that contains either proceeds of more
than one bond issue or proceeds of a bond issue and non-bond proceeds (i.e., revenues) of S25,000 or more. The
arbitrage regulations,while permitting the commingling of funds, require that the proceeds of the bond issue(s)be
"carved out" for purposes of determining the arbitrage amount. Additionally, interest earnings must be allocated to
the portion of the commingled fund that represents proceeds of the issue(s) in question. Permitted "safe-harbor"
methods(that is,methods that are outlined in the arbitrage regulations and,accordingly,cannot be questioned by the
IRS under audit).exist for allocating expenditures and interest earnings to issues in a commingled fund.HSAM uses
one of the applicable safe-harbor methods when doing these calculations.
e. Debt Service Reserve Funds: The authorizing documents for many revenue bond issues require that a separate
fund be established (the"Reserve Fund") into which either bond proceeds or revenues are deposited in an amount
equal to some designated level, such as average annual debt service on all parity bonds. This Reserve Fund is
established for the benefit of the bondholders as additional security for payment on the debt. In most cases, the
balance in the Reserve Fund remains stable throughout the life of the bond issue. Reserve Funds, whether funded
with bond proceeds or revenues,must be included in all rebate calculations.
f. Debt Service Fund Calculations: Issuers are required under the regulations to analyze the invested balances in
their debt service funds annually to determine whether the fund depletes as required during the year and is,
therefore, "bona fide"(i.e.,potentially exempt from rebate in that year). It is not uncommon for surplus balances to
develop in the debt service fund that services an issuer's tax supported debt,particularly due to timing differences of
when the funds were due to be collected versus when the funds were actually collected.HSAM performs this formal
analysis of the debt service fund and,should it be determined that a surplus balance exists in the fund during a given
year, allocates the surplus balance among the various issues serviced by the fund in a manner that is acceptable
under IRS review.
g. Earnings Test for Debt Service Funds: Certain types of bond issues require an additional level of analysis for the
debt service fund, even if the fund depletes as required under the regulations and is "bona fide." For short-term,
fixed rate issues, private activity issues, and variable rate issues, the regulations require that an "earnings test" be
performed on a bona fide debt service fund to determine if the interest earnings reached S 100,000 during the year.In
cases where the earnings reach or exceed the $100,000 threshold, the entire fund (not just the surplus or residual
portion)is subject to rebate.
h. Transferred Proceeds Calculations: When a bond issue is refinanced(refunded)by another issue,special services
relating to"transferred proceeds"calculations may need to be performed. Under the regulations,when proceeds of a
refunding issue are used to retire principal of a prior issue, a pro-rata portion of the unspent proceeds of the prior
issue becomes subject to rebate and/or yield restriction as transferred proceeds of the refunding issue.The refunding
issue essentially"adopts" the unspent proceeds of the prior issue for purposes of the arbitrage calculations. These
167378.1
calculations are required under the regulations to ensure that issuers continue to exercise due diligence to complete
the project(s)for which the prior bonds were issued.
i. Universal Cap: Current regulations provide an overall limitation on the amount of gross proceeds allocable to an
issue. Simply stated,the value of investments allocated to an issue cannot exceed the value of all outstanding bonds
of the issue. For example,this situation can occur if an issuer encounters significant construction delays or enters
into litigation with a contractor. It may take months or even years to resolve the problems and begin or resume
spending the bond proceeds;however,during this time the debt service payments are still being paid, including any
scheduled principal payments. Thus, it's possible for the value of the investments purchased with bond proceeds to
exceed the value of the bonds outstanding. In such cases,a"de-allocation"of proceeds may be required to comply
with the limitation rules outlined in the regulations.
j. Yield Restriction Analysis/Yield Reduction Computations: The IRS strongly encourages issuers to spend the
proceeds of each bond issue as quickly as possible to achieve the governmental purpose for which the bonds were,
issued. Certain types of proceeds can qualify for a "temporary period," during which time the proceeds may be
invested at a yield higher than the yield on the bonds without jeopardizing the tax-exempt status of the issue. The
most common temporary period is the three-year temporary period for capital project proceeds. After the end of the',
temporary period, the proceeds must be yield restricted or the issuer must remit the appropriate yield reduction
payment when due. HSAM performs a comprehensive yield restriction analysis when appropriate for all issues
having proceeds remaining at the end of the applicable temporary period and also calculates the amount of the yield
reduction payment due to the IRS.
167378-]
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An
offense under this section is a misdemeanor.
J Name of vendor who has a business relationship with local governmental entity.
Hilltop Securities Asset Management, LLC
J
Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
Not Applicable
Name of Officer
Describe each employment or other business relationship with the local government officer,or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income.
other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income.other than investment income.from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes No
Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director,or holds an
ownership interest of one percent or more.
Not Applicable
Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B). excluding gifts described in Section 176.003(a-1).
J Hilltop Securities Asset Management, LLC
1/5/2021
Signature of vendor doin business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1 113 0/201 5
Forrn W-9 Request for Taxpayer Give Form to the
(fiov.October 2018) identification Number and Certification requester.Do not
Department of the Treasury send to the iRS.
Internal Revenue Service ►Go to wwwirs.gov/FormW9 for Instructions and the latest Information.
1 Name(as shown on your Income tax return).Name Is required on this line;do not leave tale Ilne blank.
HILLTOP HOLDINGS INC.
2 Business namefdlsregarded entity name,If efferent from above
HILLTOP SECURITIES ASSET MANAGEMENT, LLC
m 3 Check appropriate box for federal tax classification of the
uapprop person whose Hama Is entered on line 1.Check only one of the 4 Exemptions(codes apply only to
co
c following seven boxes, certain entitles,not Individuals;see
0.g ❑ Individual/sole roprleto'or ❑✓ c Corporation ❑S Corporation instructions on page 3):
p ❑ Partnership ❑Trust/estate
single-member LLC Exempt payee code(I any)
❑ Limited IIabuty company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnerahip)1
o E Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting
LLC If the LLC is classified as a single-member LLC that Is disregarded from the owner unless the owner of the LLC is
(3 Is
(If any)
another LLC that Is not dis
regarded from the owner for U.S.federal tax purposes.Ctnerw se,a single member LLC that
Is disregarded from the owner should check the appropriate box for the tax classification of its owner.
ro ❑ Other(see Instructions)► (Appko reemwiesn ceraoursieoanUS)
to 6 Address(number,street,and set.or suite no.)See Instructions. Requester's name and address(optional)
M 1201 ELM STREET,SUITE 3500
8 City,state,and ZIP code
DALLAS,TX 75270
7 List account number(s)here(optional)
Part I Taxpayer Identification Number(TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding.For Individuals,this Is generally you,social security number(SSN).However,for a
resident alien,sole proprietor,or disregarded entity,see the Instructions for Part I,later.For other — —
entities,it is your employer identification number(EiN).If you do not have a number,see How to geta
TiN,later. or
Note:If the account is In more than one name,see the Instructions for line 1.Also see What Name and I Employer identification nranber
Number To Give the Requester for guidelines on whose number to enter.
8 4 - 1 4 7 7 9 3 9
Part II Certification
Under penalties of perjury,I certify that:
1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be Issued to me);and
2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have rot been notified by the internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all Interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding;and
3.I am a U.S.citizen or other U.S.person(defined below);and
4.The FATCA code(s)entered on this form{if any)Indicating that I am exempt from FATCA reporting is correct.
Certification instructions.You must cross out kern 2 above If you have been notified by the[RS that ycu are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,
acquisition or abandonment of secured property,cancellation of debt,contributions to an Individual retirement arrangement(IRA),and generally,payments
other than Interest and dividends,?+o are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later.
Sign Signature of / I
Here u.s.person► • �b 6'(2 Date► 'ie/i
General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual
funds)
Section references are to the internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross
noted.
proceeds)
Future developments.For the latest Information about developments •Form 1099-B(stock or mutual fund sales and certain other
related to Form W-9 and its instructions,such as legislation enacted transactions by brokers)
after they were published,go to www.lrs.gov/FormW9.
•Form 1099-S(proceeds from real estate transactions)
Purpose of Form •Form 1099-K(merchant card and third party network transactions)
An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest),
Information return with the IRS must obtain your correct taxpayer 1098-T(tuition)
Identification number(TIN)which may be your social security number •Form 1099-C(canceled debt)
(SSN),individual taxpayer Identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property)
taxpayer identification number(ATIN),or employer identification number
(EIN),to report on at information return the amount paid to you,or other Use Form W-9 only If you are a U.S.person(including a resident
amount reportable on en Information return.Examples of Information alien),to provide your correct TIN.
returns include,but are not limited to,the following. if you do not return Form W-9 to the requester with a 77N,you might
•Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding,
later.
Cal.lie.10231X Form W-9(Rev.10-2018)